th annual report 2016-2017 - bombay stock exchange...notice is hereby given that the seventeenth...

th17 Annual Report2016-2017

Dr. Sriram Kumar (Managing Director of Firstobject Technologies Limited) and Dr. Lakshmi Kameswari

(Chief Opera�ng Officer of Firstobject) receiving the FTAPCCI Excellance Award from honourable Union

Minister for Urban Development and Parliamentary Affairs Shri. M. Venkaiah Naidu.

SEVENTEENTH ANNUAL REPORT 2016-17

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CORPORATE INFORMATION

Board of Directors:

Dr. Vivek Hebbar Chairman

Dr. Sriram Kumar Managing Director

Rajan V. Pillai Director

Sailesh Pethe Director

N. Shiva Director

Jagadish B Director

Dr. (Mrs.) V. Leena Director

Auditors:

JBRK. & Co.

Chartered Accountants

118, Maruthi Complex

5th Floor, Raj Bhavan Road

Somajiguda

Hyderabad – 500 082

Company Secretary:

K.Krishna

Registered Address:Firstobject Technologies Limited

302, The Bureau Chambers,

Above State Bank of Patiala,

Chembur, Mumbai - 400071

Maharashtra, India.

Tel: 022 - 25272510/25276077

Email : [email protected]

Website: www.firstobjectindia.com

Registrars:

Bigshare Services Pvt. Ltd

1st Floor, Bharat Tin Works Building,Opp. Vasant Oasis Apartments (Next To Keys Hotel),Marol Maroshi Road,Andheri East, Mumbai 400059.Tel : 022 – 62638200Fax : 22-6263 8299

Email : [email protected]

Bankers:

Axis Bank Limited

Dhanalakshmi Bank Limited

Indian Overseas Bank Limited

Contents

Chairman’s Speech……………………… ...................... 2

Notice…………………………………… ........................... 3

Directors Report………………………… ........................ 7

Performance at a Glance ............................................... 9

Management Discussion and Analysis….. ................. 10

Corporate Governance…………………… ................... 19

Auditors Report………………………… ........................ 34

Balance Sheet…………………………… ...................... 38

Profit & Loss Account………………….. ........................ 39

Cashflow Statement…………………….. ...................... 40

Notes to Financial Statements.………… ..................... 41


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MESSAGE FROM CHAIRMAN, BOARD OF DIRECTORS, DR.VIVEK HEBBAR

Dear Members,

It gives me great pleasure in welcoming you all to the 17th Annual General Meeting of the Company.

Ladies and Gentlemen, turning to your Company’s performance, the Annual Report for the year ended 31st March,

2017 along with the Directors’ Report and audited Annual Accounts of the Company have been circulated to you and

I request your kind permission to take them as read.

The year that has just gone by and before have been particularly difficult because of significant developments taken

place domestically and internationally. On the global front, a new political establishment took over the reins in the

USA, with a change in the outlook toward hiring and outsourcing. The year gone by gave us testing times as growth

and demand were weak and attrition was high across the globe for software business. Our Company has registered a

drop in its traditional low margin IT business over its previous year. In a situation like this, what characteristics must

a company display, to survive and thrive? The answer is resilience. And while our results this year are not though ideal,

I do believe that they are, nevertheless appreciable in a difficult year, and prove that your company has the resilience

to ride out volatility and uncertainty. The company has been striving to come out of the low margin IT software

businesses in a phased manner.

We have witnessed some encouraging growth in our education business and will continue to lead and grow in this

space with new product introductions, also reaching out to customers in smaller cities and towns through new sales

and service points.

Our current and historic success would not have been possible without the unstinted support and cooperation of all

stakeholders and on behalf of the Board and on my own behalf I, would like to place on record my deep sense of

gratitude to each and every one of you.

We thank all partners and stakeholders of Firstobject Technologies for their valuable support and seek their continued

guidance in the pursuit of our mission of ‘Promoting Quality Education.’

I would like to take this opportunity to thank Your Company’s stakeholders, especially our valued customers, employees

and suppliers, Central and State Governments, Regulatory Authorities, investors, bankers and financial institutions for

their continued faith and trust.

I thank all my colleagues on the Board for helping me in creating good governance culture across the organization and

fulfilling the responsibilities of Board.

I would like to place on record the sincerity, hard work, commitment and dedication of the entire team at Firstobject

Technologies.

I seek your continued support in making the Company more sustainable and resilient to external challenges.

Thank you!

Best Regards,

Dr. Vivek Hebbar

Chairman, Board of Directors


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NOTICE TO THE SHAREHOLDERS

NOTICE is hereby given that the Seventeenth Annual General Meeting of the Members of Firstobject Technologies Limitedwill be held on Saturday the 23rd September, 2017 at 3.00 p.m. at Chembur Gymkhana, Phase II, 2nd Floor, 16th Road, NearAmbedkar Garden, Chembur, Mumbai – 400 071 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Balance Sheet as at March 31, 2017, Profit & Loss Account for the year endedon that date and the reports of the Board of Directors and Auditors thereon.

2. To appoint Dr. Leena Vivek as Director of the Company, who retires by rotation and being eligible, offers herself for re-appointment.

3. To re-appoint auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the next AGMand to fix their remuneration and to pass the following resolution thereof.

“RESOLVED THAT M/s JBRK. & Co., Chartered Accountants, be and are hereby re-appointed as the Statutory Auditors ofthe Company, to hold office from the conclusion of this AGM up to the conclusion of the next AGM of the Company and thatthe Board of Directors of the Company be and are hereby authorized to fix such remuneration based on therecommendation of the Audit Committee.”

For and on behalf of Board of Directors

Regd Office: Dr.Vivek Hebbar302, The Bureau Chambers, Chairman, Board of DirectorsAbove State Bank of Patiala,Chembur, Mumbai – 400071Maharashtra

Place: Mumbai.Date: 21st August, 2017

NOTES

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating to the Special Business to betransacted at the meeting is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING, IS ENTITLED TO APPOINT A PROXY TO ATTEND ANDVOTE ON A POLL ONLY, INSTEAD OF HIMSELF / HERSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.THE INSTRUMENT OF PROXY SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN48 HOURS BEFORE THE COMMENCEMENT OF THE ANNUAL GENERAL MEETING. A BLANK PROXY FORM IS ENCLOSEDHEREWITH.

Corporate Members are requested to send a duly certified copy of the Board Resolution authorizing their representativeto attend and vote on their behalf at the Annual General Meeting.

3. The Register of Members and Share Transfer Books of the Company will remain closed from 18th September, 2017 to23rd September, 2017 (both days inclusive).

4. Printed Copies of the Balance Sheet, Profit and Loss Account, Director’s report, Auditor’s report and every other documentrequired by the law to be annexed or attached to the balance sheet for the year ended 31st March, 2017 are enclosedherewith.

5. The copies of the relevant documents can be inspected at Regd. Office of the company on any working day between11.00 a.m to 1.00 p.m.

6. Members are requested to bring their copies of Annual Report, Notice and Attendance slip duly completed and signedat the Meeting. Members who hold shares in dematerialized form are requested to bring their Client ID and DP IDnumbers for easy identification of attendance at Meeting.

7. Members are requested to send their queries, if any on the operations of the Company, to reach the Company atleastseven days before the Meeting, so that the information can be compiled in advance.

8. Members are requested to notify immediately change of address if any, to the company or to Company’s Registrar &Transfer agents - M/s Bigshare Services (P) Ltd., 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis Apartments(Next To Keys Hotel), Marol Maroshi Road, Andheri East, Mumbai 400059.


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9. Pursuant to Section 72 of the Companies Act, 2013, shareholders holding shares in physical form may file nominationin the prescribed Form SH-13 with the Company’s Registrar and Transfer Agent. In respect of shares held in electronic/demat form, the nomination form may be filed with the respective Depository Participant.

10. Members are informed that in case of joint holders attending the Meeting, only such joint holder who is higher in theorder of names will be entitled to vote.

11. Disclosure pursuant to the requirement of Corporate Governance under the Listing Regulations, 2015, with respect tothe information about the Director seeking reappointment in the forthcoming Annual General Meeting is given in theAnnexure:

12. The Notice of the 17th AGM and instructions for e-voting along with the Annual Report 2016-17 is being sent by electronicmode to those Members whose e-mail addresses are registered with the Company/Depositories, unless any Memberhas requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physicalcopies are being sent by the permitted mode.

13. To support the ‘Green Initiative’, the Members who have not registered their e-mail addresses are requested to registerthe same with the R&T Agent/Depositories.

14. Members may also note that the notice of the 17th Annual General Meeting and the Annual Report 2016-17 will beavailable on the Company’s website www.firstobjectindia.com. The physical copies of the aforesaid documents willalso be available at the Company’s Registered Office for inspection during normal business hours on wotking days.Members, who require communication in physical form in addition to e- communication or have any other queries, maywrite to us at [email protected].

15. In compliance with the provisions of Section 108 of the Act and the Rules framed thereunder, the Members are providedwiththe facility to cast their vote electronically, through the e-voting services provided by CDSL, on all resolutions setforth inthis Notice. It is hereby clarified that it is not mandatory for a member to vote using the e-voting facility, and a member mayavail of the facility at his/her/its discretion, subject to compliance with the instructions prescribed below:

The instructions for members for voting electronically are as under:-

(1) In case of members receiving e-mail:

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on “Shareholders” tab.

(iii) Now, select the “FIRSTOBJECT TECHNOLOGIES LIMITED” from the drop down menu and click on “SUBMIT”

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier votingof any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicablefor both demat shareholders as well as physical shareholders)

l Members who have not updated their PAN with the Company/Depository Participantare requested to use the first two letters of their name and the last 8 digits of thedemat account/folio number in the PAN field.

l In case the folio number is less than 8 digits enter the applicable number of 0’sbefore the number after the first two characters of the name in CAPITAL letters. Eg. Ifyour name is Ramesh Kumar with folio number 100 then enter RA00000100 in thePAN field.

DOB# Enter the Date of Birth as recorded in your demat account or in the company records forthe said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details# Enter the Dividend Bank Details as recorded in your demat account or in the companyrecords for the said demat account or folio.

l Please enter the DOB or Dividend Bank Details in order to login. If the details are notrecorded with the depository or company please enter the number of shares held byyou as on the cut off date in the Dividend Bank details field.


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(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then reach directly the Company selection screen. However, membersholding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorilyenter their login password in the new password field. Kindly note that this password is to be also used by the dematholders for voting for resolutions of any other company on which they are eligible to vote, provided that company optsfor e-voting through CDSL platform. It is strongly recommended not to share your password with any other personand take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions containedin this Notice.

(xi) Click on the EVSN - “FIRSTOBJECT TECHNOLOGIES LIMITED”.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” forvoting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and optionNO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. Ifyou wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify yourvote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii)If Demat account holder has forgotten the changed password then Enter the User ID and the image verificationcode and click on Forgot Password & enter the details as prompted by the system.

(xviii)Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles.

The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download

the app from the App Store and the Windows Phone Store respectively on or after 30th June 2017. Please follow

the instructions as prompted by the mobile app while voting on your mobile.

* Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporates.

* They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity [email protected].

* After receiving the login details they have to create a user who would be able to link the account(s) which theywish to vote on.

* The list of accounts should be mailed to [email protected] and on approval of the accountsthey would be able to cast their vote.

* They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they haveissued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

(2) In case of members receiving the physical copy:

(A) Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.

(3) General:

(i) The voting period begins on Wednesday, 20th September 2017 (9.00 a.m. IST) and ends on Friday, 22nd September2017 (5.00 p.m. IST). During this period shareholder's of the Company, holding shares either in physical form or indematerialized form may cast their votes electronically. The e-voting module shall be disabled by CDSL for votingthereafter. The cut off date is 17th September,2017.

(ii) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”)and e-voting manual available at www.evotingindia.co.in under help section or write an email [email protected].


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(iii) Mr. Abhishek Kotulkar, Advocate, Mumbai, has been appointed as Scrutinizer to scrutinize the e-voting process in afair and transparent manner.

(iv) The scrutinizer shall within a period of not exceeding three working days from the conclusion of the e-voting periodunblock the votes in the presence of at least two witnesses not in employment of the Company and make ascrutinizer’s report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

(v) The results of the e-voting along with the scrutinizer’s report shall be placed in the Company’s websitewww.firstobjectindia.com and on the website of CDSL within two days of passing of the resolution at the AGM of theCompany. The results will also be communicated to the stock exchange where the shares of the Company arelisted.


Regd Office: Dr.Vivek Hebbar

302, The Bureau Chambers, Chairman, Board of DirectorsAbove State Bank of Patiala,Chembur, Mumbai – 400071Maharashtra


ANNEXURE TO NOTICE

Profile of Director proposed to be reappointed as Director at the ensuing Annual General Meeting.

Name of Director Dr. (Mrs.) V. Leena

Age 40 Years

Date of Appointment March 30, 2015

Qualifications\ MBBS

Expertise in specific functional areas Healthcare Management / Healthcare Services

List of directorships held in other companies NIL

Chairman/Member of the Committees of the Boards ofthe other Companies in which he is a Director NIL


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DIRECTORS REPORT

Your Directors are pleased to present their 17th Annual Report together with the Audited Accounts of the Company highlighting

the business operations and financial results for the year ended March 31, 2017.

A) FINANCIAL RESULTS :

The financial performance of the Company for the year ended March 31, 2017 is summarized below:

Sr. No. Particulars Year ended Year ended

31.03.17 31.03.16

(Amt. in Rs) (Amt. in Rs)

1 Net Sales / Interest Earned / Operating Income 152,637,496 147,723,234

2 Total Expenditure 141,408,788 138,870,227

3 Profit/Loss Before Depreciation, Taxes and Extra ordinary Items 11,228,708 8,853,008

4 Depreciation 8,704,567 3,983,230

5 Profit/Loss Before Taxes and Extra ordinary Items 2,524,141 4,869,778

6 Extra Ordinary Items / Capital Loss - (611,233)

7 Profit Before Taxes 2,524,141 4,258,545

8 Provision For Taxation:

(i) Current Tax 480,975 811,466

(ii) Deferred Tax 890,995 2,358,977

(iii) Earlier Years Provisions w/off - 534,435

9 Net Profit/(Loss) after Tax 1,152,171 553,667

10 Appropriations

Interim Dividend - -

Proposed Dividend - -

Corporate Tax on Dividend - -

11 Equity Share Capital 104,027,550 104,027,550

B) DIRECTORS:

In accordance with the Provision of companies Act, 1956 and Articles of Association of the Company, the Directors of the

company are as under.

Name of the Director Designation

Dr. Vivek Hebbar Chairman

Dr. Sriram Kumar Managing Director

Mr. Rajan V. Pillai Non Executive Director

Mr. Sailesh Pethe Non Executive Director

Mr. N. Shiva Non Executive Director

Dr. (Mrs.) V. Leena Non Executive Director

Mr. Jagadish B Non Executive Director

C) AUDITORS:

M/s. JBRK & Co, Chartered Accountants, who were appointed as the Statutory Auditors of the company by the Members

at their previous Annual General Meeting (AGM) shall be retiring on the conclusion of the ensuing AGM and are eligible

for re-appointment. Members are requested to consider their re-appointment from the conclusion of ensuing Annual

General Meeting (AGM) upto the conclusion of the next Annual General Meeting.

D) Information on conservation of Energy, Technology absorption and Foreign Exchange earnings/out goings.

Your company’s operations does not involve large scale use of energy. The disclosure of particulars under this head is

not applicable as your company operates in the service sector. Although your company is not a large scale energy user,

acknowledges, the concept of conservation of energy. Your company has received foreign exchange during the year

under review.


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DIRECTORS REPORT

E) Particulars of Employees:

No employee of the Company was in receipt of Rs.5 lacs per month or Rs. 60 lacs per anum during the financial yearhence, as such no details are furnished pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

F) Listing Fees:

All the compliances including payment of annual listing fees for the year under review have been paid to the BombayStock Exchange Limited, where your Company’s shares are listed, within the stipulated time.

G) PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any fixed deposits from the public and as on 31st March,2017, the Company had no unclaimed deposits or interest thereon due to any depositor.

H) CORPORATE SOCIAL RESPONSIBILITY:

Board of Directors, the Management and all of the employees subscribe to the philosophy of compassionate care. Webelieve and act on an ethos of generosity and compassion, characterized by a willingness to build a society that worksfor everyone. This is the cornerstone of our CSR Policy.

CORPORATE GOVERNANCE:

Your Company’s management has placed Corporate Governance as one of their top most priority. Your Company’s philosophyon Corporate Governance envisages attainment of highest level of transparency, accountability and fairness in respect of itsoperations and achievement of highest internal standards in Corporate Governance and believes that the initiatives onCorporate Governance will assist the management in the efficient conduct of the business and in meeting its responsibilitiesto all its stakeholders

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per therequirements of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance for the year2016-17 and a Certificate from the Practicing Company Secretatries of the Company are furnished which form part of thisAnnual Report.

DIRECTORS RESPONSIBILTY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Act, the directors hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with properexplanation relating to material departures.

2. They have selected such accounting policies and applied them consistently and made judgments and estimates thatwere reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financialyear and of the profit or loss of the Company for the period under review.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities, and

4. They have prepared the accounts for the period ended 31st March 2017 on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their appreciation and sincere thanks to all the shareholders, customers,bankers, Central and State Government for the contribution made and support provided to the Company during the yearunder report. Your Company continues to enjoy the full cooperation of all its employees. The Directors wish to place onrecord their appreciation for the good performance achieved by them.


Regd Office: Dr.Vivek Hebbar302, The Bureau Chambers, Chairman, Board of DirectorsAbove State Bank of Patiala,Chembur, Mumbai – 400071Maharashtra



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PERFORMANCE AT A GLANCE

PERFORMANCE PERFORMANCE PERFORMANCE PERFORMANCE PERFORMANCE AAAAAT T T T T A GLANCEA GLANCEA GLANCEA GLANCEA GLANCE

(30)

(20)

(10)

-

10

2015 2016 2017

Am

t in

Mil

lio

n (

Rs)

Year

2.5(23) 4

PBT

(20)

(15)

(10)

(5)

-

5

2015 2016 2017

Am

t in

Rs.

Mill

ion

Year

0.55 1.15(18)

PAT

(2.00)

(1.50)

(1.00)

(0.50)

-

0.50

2015 2016 2017

Rs.

Year

0.11(1.73) 0.05

Earning Per Share


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MANAGEMENT DISCUSSION & ANALYSIS REPORT

CORPORATE OVERVIEW

Firstobject Technologies Ltd is an IT / ITE’s and an E- education company. E-learning was started as a division in the year2010; it has unveiled more quality products rapidly in the K-10 and beyond segment. FTL is now a major player in the K-10,Legal, Management and Engineering segments. It is slowly bringing more schools into its fold for implementation of its e-learning modules. Firstobject is working towards establishing a fair market share in the e-learning segment. Firstobjectaims to provide E-education from Preschool to University level covering the whole spectrum of Academics.

Firstobject currently offering its e-learning modules through DVDs, USB ports, Androids etc customized for the usage byvarious users like Schools, Institutions, etc.

EDUCATION INDUSTRY

Introduction- Digital India and the Role of eLearning

India holds an important place in the global education industry. The country has more than 1.5 million schools with over 260million students enrolled and about 751 universities and 35,539 colleges. India has one of the largest higher educationsystems in the world. However, there is still a lot of potential for further development in the education system.

India’s education system — be it primary, secondary or higher levels — is fraught with quality and quantity challenges: Thereis a shortage of quality teachers, an enabling environment for students and infrastructure, just to point out a few.

These hurdles are not going to go away soon even though there is a surge in the number of students at all levels and anincreasing demand for quality education. There is also a corresponding demand from industry for skilled human resource.

But this thirst and demand for quality education and trained personnel will not be easy to quench because it takes time,funds and quality human resource to set up good institutions.

Then there is the rule book: Starting a school or a college in India needs magical levels of energy and perseverance.

The fact that India’s current educational infrastructure cannot meet the current and future needs of the country is well known.Despite having more than half the population under 25 years of age, India is expected to face a shortage of 250 millionskilled workers by 2022. Additionally, traditional education has failed to metamorphose in order to be relevant for today’srapidly changing requirements. The rate of advancement of technologies and resulting opportunities is much too rapid fortraditional programs and curriculum to keep up. Besides, there is a whole world of skills that are not even in the purview ofthe traditional education system (Arts, hobbies, soft skills, etc). eLearning will play a big role in helping bringing a stepchange to our education problem.

What is eLearning Exactly?

Broadly, eLearning involves the use of digital media and technology to deliver learning experiences. A learning experienceattempts to simulate the real-world classroom learning process. It involves assembling great content, distributing it tofacilitate learning, managing the learning process and providing validations (E.g. tests, certifications). eLearning typicallyreaches learners through one of 4 channels: Traditional Education, Corporates, Government or Direct Consumer. In thepast few years, direct consumer learning has emerged as one of the fastest growing channels. On the supply side, theindustry has content providers (Authors, Institutions, etc.), service providers (Content creation, Publishing, Marketing, etc.)and technology providers (Authoring tools, Platforms, Learning Management Systems, etc.). Businesses in the eLearningspace often straddle more than one bucket to deliver a seamless experience.

But Relevance and Innovation is Key

Several global eLearning players have seen a surge in adoption of their platforms from India in the last few years. In mostcases, the number of learners from India is second only to US. However, this is a minuscule percentage of potential learnersacross the country. The existing global technologies, content and services will just not suffice. Like in other industries,eLearning would need to adapt and innovate to be relevant for India.

In order for this to happen, both the model of disseminating learning as well as content needs to get relevant. Relevance willbe determined based on the type of content, teaching methods used and features around the delivery of the content to thelearners. The sheer diversity of learning needs across India would necessitate having a broad range of content yet providingthe necessary depth.

In order to make the content and teaching methods appeal to learners across the country, e-learning providers should lookto source content locally while ensuring the highest quality. One of the key challenges to solve here would be to help localcontent providers (institutions and individuals) across India make the jump into the e-learning space. This would requireboth education as well as innovation in terms of tools and platforms. From a delivery point of view, product innovationsaround customization of content for regions will go a long way in improving adoption and increasing relevance (E.g. supportfor regional languages). eLearning solutions which fail to be relevant will quickly fade away.


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Market Size

The education sector in India is poised to witness major growth in the years to come as India will have world’s largesttertiary-age population and second largest graduate talent pipeline globally by the end of 2020.

The education market in India is currently valued at US$ 100 billion and is expected to nearly double to US$ 180 billion by2020. Currently, the school segment is valued at US$ 52 billion and contributes 52 per cent to the education market in India,higher education contributes 15 per cent of the market size, text-book, e-learning and allied services contribute 28 per centand vocational education in manufacturing and services contributes 5 per cent. Higher education system in India hasundergone rapid expansion. Currently, India’s higher education system is the largest in the world enrolling over 70 millionstudents while in less than two decades, India has managed to create additional capacity for over 40 million students. Itwitnesses spending of over Rs 46,200 crore (US$ 6.93 billion).

India has become the second largest market for e-learning after the US. The sector is currently pegged at US$ 2 billion andis expected to reach US$ 5.7 billion by 2020. Yet, the e-learning industry is still in its infancy in this country. We are just at thebeginning of sweeping changes in the education sector to dramatically increase reach, especially in smaller towns andcities, through online learning. Moreover, the aim of the government to raise its current gross enrolment ratio to 30 per centby 2020 will also boost the growth of the distance education in India.

This opportunity is more real than ever before with the ‘Digital India’ initiative. According to a recent McKinsey report, theincremental impact of this initiative (if executed well) is 20-30% increase in GDP by the next 10 years. With a robustinfrastructure for digital access, eLearning will play a vital role in shaping the skills and education needs of the country.

Investment

The total amount of Foreign Direct Investments (FDI) inflow into the education sector in India stood at US$ 1.42 billion fromApril 2000 to March 2017, according to data released by Department of Industrial Policy and Promotion (DIPP).

The education and training sector in India has witnessed some major investments and developments in the recent past.

Government Initiatives

Some of the other major initiatives taken by the Government of India are:

lllll The Union Budget 2017-18 has made the following provisions for the education sector:

Ø The Budget has pegged an outlay of Rs 79,685.95 crore (US$ 11.952 billion) for the education sector for financialyear 2017-18, up from Rs 72,394 crore (US$ 10.859 billion) in 2016-17—a 9.9 per cent rise.

Ø The Government of India has allocated around Rs 17,000 crore (US$ 2.55 billion) towards skilling, employmentgeneration, and providing livelihood to millions of youth, in order to boost the Skill India Mission.

lllll The Government of India has approved an all-time record of over 4,000 post-graduation (PG) medical seats to be addedin various medical colleges and hospitals for the academic session 2017-18.

lllll The Cabinet Committee on Economic Affairs, Government of India, has approved the proposal to open 50 new KendriyaVidyalayas (KVs) under Civil/Defence sector in the country requiring an investment of Rs 1,160 crore (US$ 180.11million).

lllll The Government of India and the World Bank have signed a US$ 201.50 million International Development Association(IDA) credit agreement for the Third Technical Education Quality Improvement Programme (TEQIP III), aimed at improvingthe efficiency, quality and equity of engineering education across several focus states.

lllll The Ministry of Skill Development and Entrepreneurship has launched the Pradhan Mantri Yuva Yojana, which willprovide entrepreneurship education and training to over 700,000 students in 5 years through 3,050 institutes.

lllll The Cabinet Committee on Economic Affairs has approved opening of one Jawahar Navodaya Vidyalaya (JNV) in eachof the 62 uncovered districts with an outlay of Rs 2,871 crore (US$ 430.6 million), which is expected to benefit over35,000 students in rural areas and provide direct permanent employment to 2,914 individuals.

lllll The Catalyst initiative by the Government of India and United States Agency for International Development (USAID) isexpected to create awareness about digital payments across 60 million traders and merchants in the country.

lllll The Ministry of Labour and Employment will set up Model Career Centres (MCC) across the country. Out of the 950employment exchanges in India, 100 would be developed as model centres with an investment of Rs 350 crore (US$52.5 million). The Union Government also plans to set up 100 driver training institutes across India.

lllll The Union Cabinet chaired by the Prime Minister Shri Narendra Modi has approved ‘Pradhan Mantri Gramin DigitalSaksharta Abhiyan’ (PMGDISHA) to make 60 million rural households digitally literate. The outlay for this project is Rs2,351.38 crore (US$ 353.70 million) to usher in digital literacy in rural India by March, 2019.


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lllll Prime Minister Mr Narendra Modi launched the Skill India initiative – ‘Kaushal Bharat, Kushal Bharat’. Under thisinitiative, the government has set itself a target of training 400 million citizens by 2022 that would enable them to findjobs. The initiatives launched include various programmes like: Pradhan Mantri Kaushal Vikas Yojana (PMKVY), NationalPolicy for Skill Development and Entrepreneurship 2015, Skill Loan scheme, and the National Skill DevelopmentMission.

Ø PMKVY is the flagship program under the Skill India Initiative. The Union Government plans to set up skill developmentcentres across India with an investment of Rs 12,000 crore (US$ 1.8 billion) to create job opportunities for 10 millionindividuals by 2020 under PMKVY..

Ø National Policy for Skill Development and Entrepreneurship 2015 is India’s first integrated program to develop skilland promote entrepreneurship simultaneously. The Union Government plans to provide Rs 7,000 crore (US$ 1.05billion) to states to spend on skill development, and thereby accelerate the ambitious task of skilling 500 millionIndians by 2022, and encourage creation of an ecosystem of entrepreneurs.

Ø The National Skill Development Mission has created an elaborate skilling eco-system and imparted training to 7.6million youth since its launch in 2015 and the government now plans to set up 1,500 Multi Skill Training Institutesacross the country.

SERVICES AT FIRSTOBJECT

Leveraging the power of computers and using a blend of Internet, mobile and satellite communication technologies,Firstobject is taking quality and affordable education to reach millions of students across the country and even in the mostremote corners of India. Firstobject aims at educating the majority of students across India by conducting e-classes inschools and colleges where computer education was an improbable idea. Right from providing notes to e-tutorial, Firstobjecthas launched its e-products in a phased manner. Occupying every space from Kindergarten to the Business Schools andbeyond, Firstobject aims at supplementing the educational needs of all age groups. Currently centered in India, Firstobjectaspires to take its business model and operations to the rest of the world on a mass scale, though currently we executesome outsourced works at our offshore centers.

In E-education, Firstobject is ready to cater to:

lllll Pre Schooling

lllll Schooling

lllll Various Entrance Examinations

lllll Professional Courses

PRE SCHOOLING


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Preschool has become a crucial concept for both child as well as the parents. The number of preschools in India is growingat the rate of 40% annually. That really shows how important preschools are turning out to be in the context of Indianeducation system. Parents, especially in urban areas look forward to enroll their children in preschool because of itsobvious benefits. Enrolling kids to preschools helps in preparing them for kindergarten and elementary school. Fromparents’ point of view, some of them do not have adequate time for the kids because of work and other pressing commitmentsand for them, preschools come very handy.

Preschool learning is very important in the initial development of a child’s life. For one, kids get their first taste of education.They start learning things through play. At this stage of life, kids are not really expected to study. But the actual learning isimparted with the help of products developed for kids such as games, songs and other activities. Children also get to tasteindependence factor. Our Products for Preschools contribute significantly in the preliminary education of the child.

At Firstobject, we have utilized the services of teachers who understand the psyche of students and parents. This has notonly helped in figuring out the right way of teaching an individual child but also arrive at the correct model for developing thePreschool products. Our Pre School offerings contain Rhymes, games, stories, songs, alphabets and numbers, etc to givethe kids the fun and zeal when they learn the first lessons of their lives. A child is made ready to identify different objects,colours and various common things. Children are also made to develop different self-help qualities along with basicetiquette’s. Under Pre School we cover the whole gamut of content right from play school to Senoir KG.

SCHOOLING

Firstobject offers E-Educational products mapped to the State Boards and CBSE for Pre School, 1st, 2nd, 3rd, 4th , 5th , 6th, 7th, 8th, 9th & 10th Std. syllabus course on subjects viz. Mathematics (Algebra and Geometry), Science (Physics, Chemistryand Biology) and Social Science (History, Civics, Geography and Economics) are available under the brand names of FirstPre School and First e School. Our courseware have been designed and prepared by eminent Academicians. The coursecontent comprises of NCERT Questions, Enhance your Knowledge, Board Questions, Mock test which contains animations,examples, practice questions and much more to supplement the actual process of learning thereby promoting a swift graspof the subject.

We aspire to be world class tuition and test preparation brand and our commitment and efforts towards our goal remainconcerted and consistent.

PROGRESS OF E-LEARNING MODULES AT FIRSTOBJECT:

The Company has developed and launched its E-Learning Modules for A.P State Board, Telangana State Board, MaharashtraState Board and CBSE Syllabus under 10+2 category, Engineering CET (Common Entrance Test), Law CET (CommonEntrance Test) and Law Education and Management CET (Common Entrance Test).

The E-Learning modules, meant for A.P State Board, Telangana State Board, Maharashtra State Board and CBSE, areprepared subject-wise for classes under 10+2 stream and each module has been worked out with meticulous planningunder the supervision of eminent scholars and academicians. Both under E-learning and E-Tutorial, each subject iscovered keeping in mind the average student IQ and each topic has been covered under 3 sub modules in the form of VirtualClass, Tutorials and Notes.


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ENTRANCE EXAMINATION

Firstobject provides tutorials and materials for select subjects for various Entrance examinations like Engineering, Law,Management, Medical, etc in the state level currently and intends to expand at the National level.

Professional Courses:

Firstobject also provides all tutorials and materials for Law currently and in the process of expanding it to Management andEngineering Course Curriculum.

Law

The Law course is a realm where crises in social and financial areas amid the public are fairly marked. A degree in law notonly offers straight opportunities for occupation but provides an instrument to fight against inequality and wrong deeds of alltypes in the country. Earlier, Law students had few options but nowadays they have plenty of them. From being a practicingLawyer they can become judges in various courts. The prestige is always connected with this profession. Various types ofcourses and careers are available in this faculty including LLB.

Law is a bunch of categorized rules and regulations under which any society or country is governed. Law is one of the mostessential and fundamental topic in any country. The Law regulates the rules that define human rights and obligations.People who break these rules have to suffer the penalties for their activities. The Law describes how the Government shallimpose the rules and penalties. Justice is a proper standard that applies to all human behaviors. Thus, Law is the base ofthe society and a vital weapon of social change.

LLB is a law course of three-year duration. To get admission for this course, the students have to give an entrance test anda personal interview. The course arrangement is divided into 6 semesters. Our course curriculum material act as tutorialsfor the LAW Degree aspirants.

IT- BPO INDUSTRY:

BPO sector

The BPO industry has undergone a rigorous transformation; it has effectively grown to provide strategic partnership forclients today. It has surely left an indelible impact on the Indian BPO industry. The sector has rapidly evolved, in terms ofexpanding its verticals and geographic markets, attracting new customers, transforming from a technology partnerto a strategic partner, thus cementing India’s position as the premier global sourcing destination. The fact that the gamut ofservices has seen a significant change with BPOs managing end-to-end services indicates the growing maturity of theindustry.

IT SERVICES AT FIRSTOBJECT:

At Firstobject we offer differentiated IT services using a unique network of global delivery models. The Company is adept indelivering specific business technology solutions. The Company’s strength lies in its innate ability to understand therequirements of its clients and to continuously build the competencies and strengthen the domain capabilities to provideintegrated Software Solutions, Consulting and outsourcing customized to client’s business-specific needs.

The Company focuses on delivering business impact to its clients by maximizing returns on their investments in IT andthrough Business Process Outsourcing solutions. The Company’s unique capabilities allow it to leverage strong partnerships,latest technology innovations and human capital to deliver excellence through its global delivery model.

The Company recognizes the need for scale and capacity in competing for large contracts against top-tier competitors, yourCompany has been making substantial investments in expanding its front-end capabilities, its human capital base andleveraging its world-class infrastructure facilities.


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lllll CONSULTING

We work with clients to develop and deliver innovative solutions that can successfully transform an organization’s

capabilities. We have the breadth of experience, global resources, superior assets and deep knowledge and insights

to create new forms of value and to help our clients become high-performance businesses.

We consult our clients from strategy to execution, we also delivers the insight need for better decision making and

improved business outcomes to accelerate high performance.

Consulting helps in following ways:

Ø Driving growth—from new markets, new customer segments and opportunities, marketing transformation and

innovation.

Ø Enhancing cost and cash advantage—through balance sheet efficiency; enhanced working capital; better capital

allocation and return on investment; and resetting structural costs for more flexibility.

Ø Improving operational excellence—by realigning the operating model; reengineering key processes; focusing on

lean processes and operational effectiveness; and sourcing operational excellence.

Ø Restructuring the business at scale—through M&A, divestitures, consortia, industry restructuring, value chain

restructuring and business ecosystems.

Ø Winning the war for talent—by re-skilling the workforce, sourcing new talent, developing change agents and creating

a human capital strategy.

From strategy to execution

Economic volatility, increasing globalization, rising complexity and growing interconnectivity have forced businesses to

make major changes to their operations in recent years. At the same time, advances in technology such as cloud

computing, service-oriented architecture and software-as-a-service are creating more flexible, configured application

environments that can deliver tremendous value if used properly. We help organizations to deal with change successfully

while developing and operating scalable, efficient and agile business processes to create both immediate and long-

term competitive advantage.

The primary focus of our Growth is to drive growth by providing a continuous flow of information and ideas covering

market sector. We incorporate our global market analysts, market research consultants, and industry experts’ perspectives

with proven methodologies to help clients manage risk and achieve their profitability and growth objectives.

Our ERP implementation and ERP integration methodologies speed time-to-value delivery for a number of reasons,

including their incorporation of the right analytics for real-time decision-making. Our ERP implementation solutions

also seamlessly integrate applications across various platforms and technologies, to increase the value of IT investments,

and enhance productivity and profitability. Our ERP services expertise includes implementation and the integration of

diverse and distributed application portfolios - within and across the extended enterprise. We support customers

across the entire range of the application life cycle, from implementation to post-implementation support.

lllll OUTSOURCING SERVICES

Knowledge Process Outsourcing (KPO):

Firstobject Technologies provides middle office and back office support to capital market arms of leading global banks,

educational institutions, manufacturing giants and services companies. Our customer-partners are all leaders in their

respective industries and are included in top business enterprises. With each of our partners, we manage a number of

discrete programs providing specific needs across multiple divisions. Current customer programs include data search

programs, research report preparations, price monitoring and competitive analytics, financial contract risk management

and data reconciliation services


16


Below are some Demand and supply side drivers for KPO Industry

Supply side drivers

Demand side drivers


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THREATS & RISKS

Part i: External Risks relating to the Business of the Company:

1. Changes in Government policies could adversely affect the Company’s business, results of operations and financial

condition.

2. A decline in India’s foreign exchange reserves may affect liquidity and interest rates in the Indian economy, which could

have an adverse impact on the Company. A rapid decrease in reserves would also create a risk of higher interest rates

and a consequent slowdown in growth.

3. If inflation were to rise in India, the Company might not be able to increase the prices of its services and products in order

to pass costs on to its customers and the Company’s profits might decline.

4. A significant change in the Central and State Governments’ economic liberalization and deregulation policies could

disrupt the Company’s business.

5. If regional hostilities, terrorist attacks or social unrest in India increase, the Company’s business could be adversely

affected and the price of the Shares could decrease.

6. A slowdown in economic growth in India could cause the Company’s business to suffer

7. Natural calamities could have a negative impact on the Indian economy and could cause the Company’s business to

suffer and the price of the Shares to decrease.

Part ii : Risks Associated with the Expansion of the Company’s Business

1. The Company faces risks and uncertainties associated with the implementation of its expansion projects.

The Company plans to expand its brand and product portfolios and its service and distribution networks in India and

abroad in the near future, both organically and inorganically via strategic acquisitions. In taking these and any other such

expansion initiatives, the Company faces risks and uncertainties, including that:

Ø Funding anticipated to be deployed towards the cost of the project will not become available in a timely manner or

at all.

Ø Strategic acquisitions may not initially return profits or may incur losses in the future.

2. The company has various education modules, to sell them company requires specialized marketing force which also

needs huge expenditure, paucity of funds may delay aggressive marketing of its e-learning products.

3. IT/ITES services have become very competitive and margins are under pressure due to varied kind of assignments.

4. E-learning offerings are subject to syllabus changes from time to time.

Risks and Risk Mitigation

The ITES Industry thrives under a dynamically changing and highly competitive business environment. The Company too

faces several business risks, of which some prominent ones are discussed hereunder alongside the risk mitigation

approach followed by the Company:

Concentration risks

The Company has taken significant steps to ensure that it does not become too dependent on few clients or any particular

geography.

Considerable efforts are being made to generate business from new geographies.

Investment portfolio related risks

In order to deal with surplus cash, the Company, as a policy, does not prefer to invest in high risk assets such as equities and

low liquidity assets like real estate etc. The primary area of risk for the Company’s market exposures are related to its

investment in securities. To mitigate risk, surplus funds if any are invested in appropriate avenues upon a review by the

investment committee. All investment decisions are driven by certain guiding principles like, safety of investments, liquidity

and-returns.


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Employee-related risks

Attrition: Human Resource functions and initiatives of the Company are driven by a strong set of values and policies. TheCompany has maintained a competitive, healthy and harmonious work environment at all levels. The Company has takennew initiatives to strengthen its recruitment processes, values and vision programmes, leadership and performancemanagement programmes to retain the best talent.

Constraints in availability of skilled resources

The Company offers competitive salary constantly benchmarked to the market, world class infrastructure, excellent workculture, high class training and career development and long term growth prospect, to remain an employer of choice. TheCompany’s development centers are in cities which have good availability of skilled manpower.

Competition-related risk

Indian IT services market remains a very competitive space. The Company is facing competition from large Indian IT vendorsand global vendors which are increasing their India presence by setting up offshore delivery centres.

The Company is managed by locally recruited professionals and talents across all geographies. They have establishedstrong interaction with various analyst firms worldwide through participation in IT conferences and industry specific eventsattended by ClO’s and executives of major corporations. Sales & marketing and delivery infrastructure of the Company isworld class. This helps the Company to maintain its competitive edge over other players.

Exchange rate risk: Hedge Accounting

The company has policies and measures in place to mitigate Exchange rate risk.

Geo-political risks

The ability of Indian ITES services companies to secure offshore projects from client organisations abroad is often subject‘to threat perceptions as regards the Indian subcontinent. Current civil situations in neighboring countries of India may havenegative implications for the operations of the Company. To mitigate these risks and to ensure continued delivery of servicesto clients irrespective of any geo-political disturbances, the Company has been taking appropriate measures in respect ofdisaster recovery and business continuity, at different locations.



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CORPORATE GOVERNANCE

1. Company’s Philosophy on Code of Corporate Governance

Firstobject Technologies Limited (Firstobject) philosophy on Corporate Governance envisages the attainment of thehighest levels of transparency, accountability and equity, in all facets of its operations, and in all its interactions with itsShareholders, Employees, and the Government. Firstobject believes that all its operations and actions must serve theunderlying goal of enhancing overall Shareholder value, over a sustained period of time.

2. Board of Directors

The Board of Directors consists of 7 Directors.

Composition and category of Directors is as follows:

Category Name of Director

Chairman Dr. Vivek Hebbar

Managing Director Dr. Sriram Kumar

Non-Executive Director Rajan V. Pillai

Non-Executive Director Sailesh Pethe

Non-Executive Director N. Shiva

Non-Executive Director Dr. (Mrs.) V. Leena

Non-Executive Director Mr. Jagadish B

During the year under review, the Board of Directors of the company met 20 times on 12/04/2016, 25/04/2016, 06/05/2016, 30/05/2016, 10/06/2016, 28/06/2016, 14/07/2016, 29/07/2016, 13/08/2016, 30/08/2016, 12/09/2016, 26/09/2016,10/10/2016, 28/10/2016, 12/11/2016, 01/12/2016, 02/01/2017, 18/01/2017, 14/02/2017 and 13/03/2017 and as againstthe minimum requirement of 4 meetings. The maximum time gap between any two meetings was not more than fourcalendar months.

The attendance of each director at the Board Meeting, last Annual General Meeting and Number of other directorship andChairmanship / Membership of Committee held by each of the director in other companies are as under:

Name of the Director Attendance No. of other directorships andParticulars committee member/Chairmanship

Board Last Other Committee CommitteeMtgs. AGM Directorship Membership Chairmanship

Dr. Vivek Hebbar 19 Yes 2 1 1

Dr. Sriram Kumar 9 Yes Nil Nil Nil

Sailesh Pethe 18 No 2 3 1

N. Shiva 9 No Nil Nil Nil

Rajan V. Pillai 18 Yes Nil 3 1

Dr. (Mrs.) V. Leena 7 No Nil Nil Nil

Mr. Jagadish B 8 No 1 Nil Nil

3. Audit Committee

The Audit Committee of the company for the year 2016-17 has been constituted with Dr. V. Leena, Mr. Sailesh Pethe andMr. Rajan Pillai.

The committee met 7 times. The constitution of Committee also meets with the requirements under Section 149 of theCompanies Act, 2013. The terms of reference of the Audit Committee are as contained in the Clause 49 of the ListingAgreement. Mr. Rajan Pillai is the Chairman of this Committee.

For the year 2017-18, the Audit Committee of the company is reconstituted with Dr. Vivek Hebbar, Mr. Rajan Pillai and Mr.Sailesh Pethe.

4. Remuneration Committee

The Remuneration Committee of the company for the year 2016-17 had been constituted with Mr. Sailesh Pethe,Dr. Vivek Hebbar and Mr. Rajan V. Pillai as members of the committee.


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The Remuneration Committee has been constituted to recommend / review the remuneration package of the Directorsbased on performance and defined criteria. The remuneration policy is directed towards rewarding performance, basedon review of achievements on a periodical basis. The remuneration policy is in consonance with the existing Industrypractice. Dr. Vivek Hebbar is the chairman of this committee.

For the year 2017-18, the remuneration committee is formed with Dr. V. Leena, Mr. Sailesh Pethe andMr. Rajan V. Pillai as members of the committee.

Details of remuneration paid to the Directors for the year.

The aggregate value of salary, perquisites, and commission paid for the year ended 31st March 2017, to Directors is asfollows:

The Company pays sitting fees to its Directors.

Name of the Director Sitting Fees (in Rs.)

Dr. Vivek Hebbar 5000

Dr. Sriram Kumar 5000

Sailesh Pethe 5000

Rajan Pillai 5000

N. Shiva 5000

Dr. (Mrs.) V. Leena 5000

Mr. Jagadish B 5000

5. Shareholders’ / Investors’ Grievance Committee

The Shareholder’s / Investors Grievance Committee of the company has been constituted for the Year 2016-17 withDr. V. Leena, Mr. Sailesh Pethe and Mr. Rajan V. Pillai as members of the committee.

Mr. Sailesh Pethe is the Chairman of the committee.

Mr. J. R. Urrinkala is designated as Compliance Officer of the Company.

For the year 2017-18, the Shareholders’ / Investors Grievance Committee is constituted with, Dr. Vivek Hebbar,Mr. Sailesh Pethe and Mr. Rajan V. Pillai as members of the committee.

6. General Body Meetings

a) Location and place of last four Annual General Meetings:

AGM No. Accounting Yr. Date Time Venue

16th 2015-16 12.08.2016 3.00 p.m At Hotel Oasis, Mumbai





b) During the financial year, the company has not obtained any resolution by way of postal ballot as per the CompaniesAct, 2013.

7. Disclosures:

a) There were no material transactions between the company and its Directors or management or their relatives thathave any potential conflict with interests of the company at large. Transactions with related party are disclosedelsewhere in the Annual Report. None of the transactions have potential conflict with interest of the company atlarge.

b) Details of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchanges orany statutory authority, on any matter related to capital markets, during the last three years – None.


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8. Means of communication

The company has promptly reported all information including declaration of Quarterly Financial Results to the StockExchange where the stocks of the company are listed. The company also publishes the Audited/ Unaudited financialresults in Free Press Journal, English Newspaper and in Regional Newspapers.

9. General Shareholder Information

9.1 Annual General Meeting September 23rd , 2017 at 3.00 p.mAt Chembur Gymkhana, Phase II,2nd Floor, 16th Road,Near Ambedkar Garden,Chembur, Mumbai – 400 071

9.2 Financial Calendar:

Quarterly/ Half yearly/ Annual Financial Results: Date of submission to the Stock Exchange

Tentative

For the quarter ending on 30th June, 2017 Second week of August, 2017

For the quarter/half year ending on 30th September, 2017 Second week of November, 2017

For quarter ending on 31st December, 2016 Second week of February, 2018

For the year ended 31st March, 2017 Second week of May, 2018

9.3 Book Closure date: 18.09.2017 to 23.09.2017

9.4 Dividend :

The company has not paid any Dividend during the financial year 2016-17.

9.5 (a) Listing of Equity Shares The Bombay Stock Exchange Ltd, Mumbai

9.6 (a) Stock Code Firstobject 532379

(b) Demat ISIN Numbers in NSDL & CDSL for Equity Shares. INE 683 B01047

9.7 Stock Market Data at BSE

Month High Price Low Price Close Price No. of Shares Traded

April 2016 7.71 4.96 6.94 44,484

May 2016 7.35 6.10 6.50 17,215

June 2016 6.62 5.42 6.60 37,829

July 2016 10.65 6.59 10.00 1,05,167

August 2016 10.70 7.10 7.15 16,325

September 2016 9.93 7.01 9.45 57,974

October 2016 12.11 8.20 12.01 1,58,874

November 2016 14.05 8.70 9.18 1,24,915

December 2016 11.93 8.81 11.93 79,415

January 2017 15.50 11.90 15.50 1,45,304

February 2017 17.05 13.60 16.45 2,74,958

March 2017 17.00 13.40 13.60 5,23,042

Note: Price @ Rs.10 Face Value.

Registrar and Transfer Agents: Bigshare Services Pvt Ltd

(Share transfer and communication regarding 1st Floor, Bharat Tin Works Building,share certificates, dividends and change of Opp. Vasant Oasis Apartments (Next To Keys Hotel),address) Marol Maroshi Road, Andheri East, Mumbai 400059.

Share Transfer System as per listing agreement and Companies Act, 2013


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9.8 Category of Shareholders as on 31st March, 2017.

Category Category of Shareholder No. of Total No. Number of Total shareholding as aCode Shareholders of Shares Shares held in percentage of total

Dematerialized number of sharesForm

As a % of As a % of

(A+B)1 (A+B+C)

(A) Shareholding of Promoter and Promoter Group2

1 Indian

(a) Individuals/ Hindu Undivided Family 6 2,243,676 2,243,676 21.57 21.57

(b) Central Government/ State Government(s) 0 0 0 0.00 0.00

(c) Bodies Corporate 1 4,294,806 4,294,806 41.29 41.29

(d) Financial Institutions/ Banks 0 0 0 0.00 0.00

(e) Any Others(Specify) 0 0 0 0.00 0.00

(e-i)

(e-ii)

(e-iii)

Sub Total(A)(1) 7 6,538,482 6,538,482 62.85 62.85

2 Foreign

a Individuals (Non-Residents Individuals/

Foreign Individuals) 0 0 0 0.00 0.00

b Bodies Corporate 0 0 0 0.00 0.00

c Institutions 0 0 0 0.00 0.00

d Any Others(Specify) 0 0 0 0.00 0.00

d-i 0 0 0 0.00 0.00

d-ii 0 0 0 0.00 0.00

Sub Total(A)(2) 0 0 0 0.00 0.00

Total Shareholding of Promoterand Promoter Group (A)= (A)(1)+(A)(2) 7 6,538,482 6,538,482 62.85 62.85

(B) Public shareholding

1 Institutions

(a) Mutual Funds/ UTI 0 0 0 0.00 0.00

(b) Financial Institutions / Banks 0 0 0 0.00 0.00

(c) Central Government/ State Government(s) 0 0 0 0.00 0.00

(d) Venture Capital Funds 0 0 0 0.00 0.00

(e) Insurance Companies 0 0 0 0.00 0.00

(f) Foreign Institutional Investors 0 0 0 0.00 0.00

(g) Foreign Venture Capital Investors 0 0 0 0.00 0.00

(h) Any Other (specify) 0 0 0 0.00 0.00

(h-i) Nri Banks 0 0 0 0.00 0.00

(h-ii) 0 0 0 0.00 0.00

Sub-Total (B)(1) 0 0 0 0.00 0.00

B 2 Non-institutions

(a) Bodies Corporate 158 256,352 255,102 2.46 2.46

(b) Individuals

I Individuals -i. Individual shareholders holdingnominal share capital up to Rs 2 lakh 13,395 2,775,572 2,758,122 26.68 26.68

II ii. Individual shareholders holding nominalshare capital in excess of Rs. 2 lakh. 21 781,908 781,908 7.52 7.52

(c) Any Other (specify) 195 306,368 305,118 2.95 2.95

(c-i) Clearing Member 13 7,902 7,902 0.08 0.08

(c-ii) N.R.I – Non Repat 13 36,739 36,739 0.35 0.35

(c-iii) N.R.I 11 5,375 5,375 0.05 0.05

(c-iv) OCB’S 0 0 0 0.00 0.00

(c-v) NBFC’s Registered with RBI 2 425 425 0.00 0.00

c-4 Independent Director 0 0 0 0.00 0.00

Sub-Total (B)(2) 13,613 3,864,273 3,845,573 37.15 37.15

(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 14,048 3,864,273 3,845,573 37.15 37.15

TOTAL (A)+(B) 14,055 10,402,755 10,384,055 100.00 100.00

(C) Shares held by Custodians and against whichDepository Receipts have been issued 0 0 0 0.00 0.00

GRAND TOTAL (A)+(B)+(C) 14,055 10,402,755 10,384,055 100.00 100.00


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9.9. Distribution of Share Holding as on 31st March, 2017.

Range Total Holders % Total Holding in Rs. % Total

Holders Capital

1-5000 12733 93.4738 8,826,240 8.4845

5001-10000 354 2.5987 2,659,980 2.5570

10001-20000 229 1.6811 3,277,660 3.1508

20001-30000 94 0.6901 2,371,400 2.2796

30001-40000 47 0.3450 1,660,720 1.5964

40001-50000 34 0.2496 1,561,990 1.5015

50001-100000 73 0.5359 5,509,140 5.2958

100001-5000000 58 0.4258 78,160,420 75.1343

Total 13622 100 104,027,550 100

9.10 Dematerialisation of Shares: Trading in Equity Shares of the Company is permitted only in dematerialised form. As of31st March, 2017, 99.82% are in dematerialised form.

9.11(i) Investor Correspondence

For transfer/ dematerialisation of shares: Bigshare Services Pvt Ltd

payment of dividend on shares, interest 1st Floor, Bharat Tin Works Building,and redemption of debentures, and Opp. Vasant Oasis Apartments (Next To Keys Hotel),any other query relating to the shares Marol Maroshi Road, Andheri East, Mumbai 400059.and debentures of the Company.

(ii) Any other query FirstObject Technologies Ltd

302, The Bureau Chambers,Above State Bank of Patiala,Chembur,Mumbai - 400071Maharashtra, India.E-Mail: [email protected]


Dr. Vivek Hebbar

Chairman, Board of Directors

Regd Office:

302, The Bureau Chambers,Above State Bank of Patiala,Chembur,Mumbai - 400071Maharashtra



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SECRETARIAL AUDIT REPORT

Secretarial Audit Report for the financial year ended March 31, 2017

(Pursuant to Section 204(1) of Companies Act 2013 and the Rules made thereunder)

To,

The Members, Firstobject Technologies Limited, Mumbai

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to goodcorporate practices by Firstobject Technologies Limited (hereinafter called the Company). Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressingmy opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintainedby the Company and also the information provided by the Company, its officers, agents and authorized representativesduring the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period coveringthe financial year ended on March 31, 2017 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to thereporting made hereinafter :

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company forthe financial year ended on March 31, 2017 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. The provisions of Foreign Exchange Management Act, 1999 and rules and regulations made thereunder to the extent ofForeign Direct Investment and Overseas Direct Investment and External Commercial Borrowings were not applicable tothe company under the financial year under report.

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992(‘SEBIAct’):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2013;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

vi. Provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of IndiaAct,1992 (‘SEBI’) were not applicable to the Company under the financial year under report:-

a. The Securities and Exchange Board of India (Issue of Capital and Disclosure requirements) Regulations, 2009;

b. The Securities and Exchange Board of India (Employee Stock Option Scheme and employee Stock PurchaseScheme) Guidelines, 1999;

c. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008;

d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993,regarding the Companies Act and dealing with client;

e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

f. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevantdocuments and records in pursuance thereof, on test check basis, the Company has complied with the following lawsapplicable specifically to the Company:

i. Information Technology Act, 2000 and the rules made thereunder

ii. Special Economic Zones Act, 2005 and the rules made thereunder

iii. Software Technology Parks of India rules and regulations

iv. Copy Rights Act


25

SECRETARIAL AUDIT REPORT

v. The Patents Act, 1970

vi. The Trade Marks Act, 1999

I have also examined compliance with the applicable clauses of the following:

1. Secretarial Standards issued by The Institute of Company Secretaries of India (Not notified during the Audit Period andhence not applicable).

2. The Listing Agreements entered into by the Company with BSE Limited

During the period under review the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards etc. mentioned above.

I further report that, based on the information provided by the Company, its officers and authorized representatives during theconduct of the audit, and also on the review of quarterly compliance reports by respective department heads/ companysecretary/ CEO taken on record by the Board of Directors of the Company, in my opinion, adequate systems and processesand control mechanism exist in the Company to monitor and ensure compliance with applicable general laws like labourlaws, and environmental laws.

I further report, that the compliance by the Company of applicable financial laws, like direct and indirect tax laws, has notbeen reviewed in this Audit since the same have been subject to review by statutory financial audit and other designatedprofessionals.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors,Non Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that tookplace during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sentat least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on theagenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimousand no dissenting views have been recorded.

I further report that there are adequate systems and processes in the Company commensurate with the size and operationsof the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I report further that, during the audit period, there were no other events/actions in pursuance of the above referred laws, rules,regulations, guidelines, etc., having a major bearing on the Company’s affairs.

MOHD AKRAM

PRACTISING COMPANY SECRETARYACS NO. 22589

C P NO. 9411

Place: MumbaiDate: 30-05-2017


26

EXTRACT OF ANNUAL RETURN

Form No. MGT-9

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management andAdministration) Rules, 2014)

I. Registration and other details:

1 Corporate Identity Number (CIN) of the company L72200MH2000PLC239534

2 Registration date March 03, 2000

3 Name of the company Firstobject Technologies Limited

4 Category / sub-category of the company Information Technology and Information TechnologyEnabling Services

5 Address of the registered office and contact details 302, The Bureau Chambers, Above State Bank ofPatiala,Chembur, Mumbai, Maharashtra, IndiaTel: 022 – 2527 6077 / 2527 2510 Tele. Fax : 022 25276077Email : [email protected] website : www.firstobjectindia.com

6 Listed company (Yes/No) Yes

7 Name, address and contact details of Bigshare Services Pvt LtdRegistrar and transfer agent 1st Floor, Bharat Tin Works Building,

Opp. Vasant Oasis Apartments (Next To Keys Hotel),Marol Maroshi Road,Andheri East, Mumbai 400059.Tel : 022 – 62638200Fax : 022 – 6263 8299Email : [email protected]

II. Principal business activities of the Company

S.No Name and description of main NIC code of the % to total turnover

products/ services product/ service of the Company

1 IT/ITES 620 50.43%

2 E-Education 631 49.57%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

Not Applicable


27

IV . SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category - wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year

Demat Physical Total % of Total Demat Physical Total % of Total % ChangeShares Shares during

the year

A. Promoters

(1) Indian

a) Indigidual/ HUF 2,243,676 0 2,243,676 21.57 2,243,676 0 2,243,676 21.57 0.00

b) Central Govt

c) State Govt(s)

d) Bodies Corp. 4,294,806 0 4,294,806 41.28 4,294,806 0 4,294,806 41.28 0.00

e) Banks/FI

f ) Any Other..

Sub - total (A) (1) :- 6,538,482 0 6,538,482 62.85 6,538,482 0 6,538,482 62.85 0.00

(2) Foreign

a) NRIs - Individuals 0 0 0 0.00 0 0 0 0.00 0.00

b) Other Individuals 0 0 0 0.00 0 0 0 0.00 0.00

c) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00

d) Banks/FI0 0 0 0.00 0 0 0 0.00 0.00

e) Any Other ... 0 0 0 0.00 0 0 0 0.00 0.00

Sub - total (A) (2) :- 0 0 0 0.00 0 0 0 0.00 0.00

Total shareholding of

Promoter(A) = (A) (1) + (A) (2) 6,538,482 0 6,538,482 62.85 6,538,482 0 6,538,482 62.85 0.00

B. Public Shareholding

1. Institutions

a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00

b) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00

c) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00

d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00

e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00

f ) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00

g) FIIs 0 0 0 0.00 0 0 0 0.00 0.00

h) Foreign Venture

Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00

i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00

Sub - total (B) (1) :- 0 0 0 0.00 0 0 0 0.00 0.00

2. Non - Institutions

a) Bodies Corp.

i) Indian 179,579 1,250 180,829 1.74 255,102 1,250 256,352 2.46 0.72

ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00

b) Individuals

i) Individual Shareholdersholding nominal sharecapital upto Rs. 1 lakh 2,684,505 17,475 2,701,980 25.97 2,758,122 17,450 2,775,572 26.68 0.71

ii) Individual shareholdersholding nominal share capitalin excess of Rs 1 lakh 935,958 0 935,958 9.00 781,908 0 781,908 7.52 -1.48

c) Others (specify)

c1) Clearing Member 1,603 0 1,603 0.02 7,902 0 7,902 0.08 0.06

c2) N.R.I. 43,903 0 43,903 0.42 42,114 0 42,114 0.40 -0.02

c3) NBFC’s registered with RBI 425 0 425 0.00 0

Sub - total (B) (2) :- 3,845,548 18,725 3,864,273 37.15 3,845,573 18,700 3,864,273 37.14 -0.01

Total Public Shareholding

(B) = (B) (1) + (B) (2) 3,845,548 18,725 3,864,273 37.15 3,845,573 18,700 3,864,273 37.14 -0.01

C. Shares held by

Custodian for GDRs &

ADRs 0 0 0 0.00 0 0 0 0.00 0.00

Grand Total (A + B + C) 10,384,030 18,725 10,402,755 100 10,384,055 18,700 10,402,755 100 0



28

(ii) Shareholding of Promoters

Sl No. Shareholder’s Name Shareholding at the beginning of the year Share holding at the end of the year

No. of % of total % of Shares No. of % of total % of Shares % change inShares Shares of pledged/ Shares Shares of pledged/ share holding

the company encumbe red to the company encumbe red to during thetotal shares total shares year

1 Dr. Vivek Hebbar 174,122 1.67 0 174,122 1.67 0 0

2 First Call India EquityAdvisors Pvt. Ltd. 4,294,806 41.28 0 4,294,806 41.28 0 0

3 Sastry VSR 1,113,863 10.71 0 1,113,863 10.71 0 0

4 C.V.S. L. Kameswari 378,000 3.63 0 378,000 3.63 0 0

5 C. Sriram Kumar 522,705 5.02 0 522,705 5.02 0 0

6 P. Ramnath 29,993 0.29 0 29,993 0.29 0 0

7 Sailesh Pethe 24,993 0.24 0 24,993 0.24 0 0

Total 6,538,482 62.85 0 6,538,482 62.85 0 0

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. No. Particulars Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares No. of shares % of total sharesof the company of the company

At the beginning of the year 6,538,482 62.85 6,538,482 62.85

Date wise Increase / Decrease in PromotersShare holding during the year specifying thereasons for increase/ decrease (e.g. allotmenttransfer / bonus / sweat) 0 0 6,538,482 62.85

There is no change in the Promoter’s shareholding.

(iv) Shareholding pattern of top ten shareholders ( other than Director, promoters and Holders of GDRs and ADRs) :

Sl. NAME Shareholding at the Cumulative shareholding

No. beginning of the year during the year

For Each of the top 10 shareholder No. of % of total shares No. of % of total shares

shares of the company shares of the company

1. RISHIT DINESH MANIAR At the beginning of the year 0 0 0 0

Date wise Increase/ Decrease in share holding

during the year Specifying the reasons for

increase/ decrease (e.g/ allotment/ transfer/

bonus/ sweat equity etc): 100,175 0.9630 100,175 0.963

At the End of the year ( or on the date of

separation, if separated during the year) 100,175 0.963 100,175 0.9630

2. KSHITI RISHIT MANIAR At the beginning of the year 0 0 0 0







3. RELIGARE SECURITIES

LIMITED At the beginning of the year 975 0.01 975 0.01









29

4. SOM ARORA At the beginning of the year 53,571 0.5150 53,571 0.5150




bonus/ sweat equity etc): 0 0 53,571 0.5150



5. SRINIVAS MARADANI At the beginning of the year 49,999 0.4806 49,999 0.4806







6. APRA L JAIN At the beginning of the year 44,907 0.4317 44,907 0.4317







7. JAVERBHAI MOHANBHAI

VAGHASIYA At the beginning of the year 41,542 0.3993 41,542 0.3993




bonus/ sweat equity etc): -1,097 -0.0105 40,445 0.3888



8. THOTA BIKSHAPATHI At the beginning of the year 12,099 0.1163 12,099 0.1163







9. APARNA NITEEN YADAV At the beginning of the year 37,000 0.3557 37,000 0.3557




bonus/ sweat equity etc): 0 0 0 0



10. BHAVESH PREMIJI YADAVA At the beginning of the year 30,115 0.2895 30,115 0.2895




bonus/ sweat equity etc): 0 0 0 0





30


(v) Shareholding of Directors and Key Managerial personnel :

Sl. Name Shareholding at the Cumulative shareholding No. beginning of the year during the year

For Each of the Directors and KMP No. of % of total No. of % of totalshares shares of shares shares of

the company the company

1. Dr. Vivek Hebbar At the beginning of the year 174,022 1.67 174,022 1.67

Date wise Increase/ Decrease in share holdingduring the year Specify the reasons forincrease/ decrease (e.g. allotment/ transfer/bonus/sweat equity etc): 0 0 0 0.00

At the End of the year 174,022 1.67 174,022 1.67

2. Sriram Kumar At the beginning of the year 522,705 5.02 522,705 5.02



3. Sailesh Pethe At the beginning of the year 24,993 0.24 24,993 0.24



V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding /accrued but not due for payment (Rs. in INR)

Particulars Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at the beginningof the financial year

i) Principal Amount 3,750,000 - - 3,750,000

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i + ii + iii) 3,750,000 - - 3,750,000

Change in Indebtedness duringthe financial year

* Addition

* Reduction 3,750,000 - - 3,750,000

Net Change 3,750,000 - - 3,750,000

Indebtedness at the end of thefinancial year

i) Principal Amount - - - -

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i + ii + iii) - - - -


31


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole – time Directors and/ or Manager: (Rs. in INR)

Sl. Particulars of Remuneration Name of MD: Total AmountNo. S. KUMAR

1. Gross salary

(a) Salary as per provisions contained insection 17 (1) of the Income – tax Act, 1961 720,000 720,000

(b) Value of perquisites u/s 17 (2)Income – tax Act, 1961

(c) Profits in lieu of salary under section 17(3)Income – tax Act, 1961

2. Stock Option - -

3. Sweat Equity

4. Commission

- as % of profit

- others, specify…

5. Others, Please Specify 240,000 240,000

Total (A) 960,000 960,000

Ceiling as per the act

B. REMUNERATION TO OTHER DIRECTORS:

The Company pays only sitting fees to its Directors and reimbursement of travel expenses.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ WTD (Rs. in INR)

Sl. No Particulars of Remuneration Key Managerial personnel

CEO/COO Company CFO Total

Secretary

1. Gross salary

(a) Salary as per provisions contained in

section 17(1) of the Income – tax Act, 1961 480,000 100,000 264,000 844,000

(b) Value of perquisites u/s 17 (2)

Income- tax Act, 1961

2. Stock Option

3. Sweat Equity

4. Commission

- as % of profit

- others, specify ….

5. Others, please

specify

Total 480,000 100,000 264,000 844,000

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES –

Not applicable


32


Certification from Chairman/ CEO and CFO

In terms of Regulation 17(8) read with Part B of the Shedule II of the SEBI (Listing Obligations and Disclosure requirements)

Regulation 2015, ("Listing Regulations"), we hereby certify as under:-

(a) We have reviewed the Balance Sheet, Profit & Loss Account, Cash flow statement & the Director’s report for the year

ended 31st March 2017 and that to the best of our knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that

might be misleading;

ii. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing

accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year ended

31st March 2017 which are fraudulent, illegal or violative of the Company’s code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting for the Company and

that we have :

i. evaluated the effectiveness of the internal control systems of the Company

ii. disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls,

if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee that there have been :

i. No significant changes in internal control over financial reporting during the year;

ii. No significant changes in accounting policies during the year and that the same have been disclosed in the notes

to the financial statements; and

iii. No instances of significant frauds of which we have become aware and the involvement therein, if any, of the

management or a n employee having a significant role in the Company’s internal control system over financial

reporting.

For Firstobject Technologies Ltd For Firstobject Technologies Ltd

Dr. Vivek Hebbar U.J.Rao

Chairman, Board of Directors AVP (F&AD)

Place: Mumbai

Date: 21st August, 2017


33


COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

To

The Board of Directors of

M/S FIRSTOBJECT TECHNOLOGIES LIMITED

We have examined the compliance of conditions of Corporate Governance by Firstobject Technologies Limited (‘the

Company’), for the year ended 31st March 2017, as per the relevant provisions of Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) of the Listing Regulations for

the period 1st April 2017 to 31st March 2017.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was

limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions

of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company

has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that no Investor Grievances are pending for a period exceeding one month against the Company as per the records

maintained by the Shareholder / Investors Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or

effectiveness with which the management has conducted the affairs of the Company.

For JBRK & Co.


Firm Registration No. 005775S

P.S.Ranganath

Partner

M.No: 200839

Place: Hyderabad

Date: 13.05.2017


34

AUDITORS REPORT

To the members of the FirstObject Technologies Ltd,

We have audited the accompanying financial statements of First Object Technologies Limited (“the Company”), which

comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the

year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013

(“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial

position, financial performance and cash flows of the Company in accordance with the accounting principles generally

accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the

Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting

frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and

estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial

statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into

account the provisions of the Act, the accounting and auditing standards and matters which are required to be included

in the audit report under the provisions of the Act the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those

Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial

statements. The procedures selected depends on the auditor’s judgment, including the assessment of the risks of

material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,

the auditors considers internal financial control relevant to the Company’s preparation of the financial statements that

give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the

purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system

over financial reporting and the operating effectiveness of such controls system over financial reporting and the operating

effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used

and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the

overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial

statements give the information required by the Act in the manner so required and five a true and fair view in conformity

with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017,

and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors Report) order, 2003 issued by the Central Government of India in terms of sub-

section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters

specified in paragraphs 4 and 5 of the said Order

1. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as its

appears from our examination of those books.


35

AUDITORS REPORT

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are

in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section

133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2017 taken on record

by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as

a director in terms of Section 164(2) of the Act.

(f) With respect to the other matters to be included in Auditor’s Report om accordance with Rule 11 of the Companies

(Audit and Auditors) Rules, 2014 in our opinion and to the best of our information and according to the

explanations given to us.

i) The Company has disclosed the impact of pending litigations on its financial position in its financial

statements, if any.

ii) The Company did not have any long-term contracts including derivative contracts for which there were any

material foreseeable losses;

iii) There has been no delay in transferring amounts, required to be transferred to the Investor Education and

Protection Fund by the company.

For JBRK & Co.



P.S.Ranganath

Partner

M.No: 200839

Place: Hyderabad

Date: 13.05.2017


36

AUDITORS REPORT

ANNEXURE TO AUDITORS REPORT

The Annexure referred to in Auditors to the M/s. FirstObject Technologies Ltd for the year ended 31st March, 2017. We

report that:

1.1 The Company has maintained proper records showing full particulars, including quantitative details and situation

of fixed assets.

1.2 The Company has phased programme of physical verification of fixed assets, which in our opinion, is reasonable

having regard to the size of the company and nature of fixed assets. In accordance with the programme, the fixed

assets have been physically verified by the management during the year. No material discrepancies were noticed

during the year on such verification.

1.3 The Company has not disposed off any fixed assets of its own use, excepting the assets which has technical

obsolescence, as such the assets disposed off during the year were not substantial and therefore do not affect the

going concern status of the Company.

2.0 In our opinion and according to the information and explanations given to us, the company has not granted/ taken

any loan secured or unsecured to / from companies, firms or other parties covered in the register maintained under

section 301 of the Companies Act, 1956/2013.

3.0 In our opinion and according to the information and explanations given to us, there are adequate internal control

procedures commensurate with the size of the company and the nature of its business with regard to purchases of

fixed assets. During the course of our audit, no major weakness has been noticed in the above controls and

therefore the reporting of the same does not arise.

4.0 In respect of transactions entered in the register maintained in pursuance of section 301 of the companies Act

1956/2013.

a) To the best of our knowledge and belief and according to the information and explanations given to us,

transactions that need to be entered into the register have been so entered.

b) According to the information and explanations given to us, where each of such transactions in excess of

Rs.5.lakhs in respect of any party, the transactions have been made at prices which are, prima facie, reasonable

having regard to the prevailing market prices at the relevant time

5.0 The Company has not accepted public deposits in accordance with the provisions of Section 58AA of the Companies

Act, 1956/2013.

6.0 In our Opinion, Company has an internal audit system, commensurate with the size of the Company and nature of

its business.

7.0 The Central Government has not prescribed the maintenance of cost records under Section 209(1 )(d) of the

Companies Act, 1956/2013.

8.0 a) According to the records of the company, provident Fund, Investor Education and Protection Fund, Employees

State Insurance, Income tax, Wealth tax, and Sales tax as applicable were regularly deposited during the year

with the appropriate authorities as applicable.

b) According to the information and explanations given to us and the books and records examined by us, There

are no dues towards sales tax, income tax, customs duty, wealth tax, excise duty and cess, which has not been

deposited on account of dispute.

9.0 The Company has accumulated losses at the end of the financial year and has not incurred cash loss during the

current financial year and immediately preceding financial years.

10. Based on our audit procedures and on the information and explanations given by the management, we are of the

opinion that the company has not defaulted in repayment of dues to banks.

11 According to the information and explanations given to us and based on our examinations of records, the company

has not granted loans and advances on the basis of security by way of pledge of shares and other securities.

12. The Company is not a chit fund / niche / metal benefit fund or society.


37

AUDITORS REPORT

13. Based on our examinations of records and the information and explanations given to us, the company does not

deal/trade in shares, securities, and other investments.

14. In our opinion and according to the information and explanations given to us, the company has not given guarantees.

15. To the best of our knowledge and belief and according to the information and explanations given to us, the company

has not availed any new Term Loan and Overdraft facility during the current year, but continued the previous loans.

16. According to the cash flow statement and other records examined by us and the information and explanations given

to us, on an overall examination of the balance sheet of the company, funds raised on short term basis,. Prima

facie, have not been used during the year for long term investment and vice versa.

17. According to the information and explanation given to me, the company has not made any preferential allotment of

shares to promoters, strategic investors and others covered in the register maintained under section 301 of the

act.

18. Company has not issued any debentures during the year.

19. The Company has not made any public issue of shares during the year.

20. To the best our knowledge and belief and according to the information and explanations given to us, no fraud on or

by the company was noticed or reported during the year.

21. In our opinion and according to the information and explanation given to us, the nature of the company’s business/

activities during the year have been such that clause (ii) of paragraph 4 of the Companies (Auditors Report) order,

2003 are not applicable to the company.

For JBRK & Co.



P.S.Ranganath

Partner

M.No: 200839

Place: Hyderabad

Date: 13.05.2017


38

BALANCE SHEET AS ON 31ST MARCH, 2017

Amount (Rs)

Particulars Note No As at As at

31.03.2017 31.03.2016

I. EQUITY AND LIABILITIES

(1) Shareholder’s Funds

(a) Share Capital 2 104,027,550 104,027,550

(b) Reserves and Surplus 3 202,213,490 204,042,984

(2) Non-Current Liabilities

(a) Long term borrowings 4 0 3,750,000

(b) Defferred tax liabilities (Net) 5 21,049,409 20,158,414

(3) Current Liabilities

(a) Short-term borrowings 6 4,995,230 4,866,200

(b) Trade payables 7 6,291,832 4,364,334

(c) Short-term provisions 8 480,975 811,466

TOTAL 339,058,485 342,020,947

II. Assets

(1) Non-current assets

(a) Fixed assets 9

(i) Tangible assets 31,090,239 31,683,970

(ii) Intangible assets 83,825,707 83,825,707

(b) Non-current investments 10 17,910,104 17,910,104

(2) Current assets

(a) Trade receivables 11 166,412,731 167,713,544

(b) Cash and cash equivalents 12 155,484 386,881

(c) Short-term loans and advances 13 39,664,222 40,500,742

TOTAL 339,058,485 342,020,947

Notes forming part of Financial Statements 1

As per our report of even date attached For and on behalf of the BoardFor JBRK & Co.,

Chartered AccountantsFirm Registration No. 005775S

Sd/- sd/- sd/-(P.S.Ranganath) (Dr.Vivek Hebbar) (Rajan Pillai)

Partner Chairman, Board of Directors DirectorM.No: 200839

Sd/-Place : Mumbai (K.Krishna)

Date: 13.05.2017 Company Secretary


39

PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED 31ST MARCH, 2017

Amount (Rs)

Particulars Note No As at As at

31.03.2017 31.03.2016

I. Revenue from operations 14 148,699,491 142,355,256

II. Other Income 15 3,938,005 5,367,978

III. Total Revenue (I +II) 152,637,496 147,723,234

IV. Expenses:

Employee benefit expense 16 11,852,939 10,898,292Finance cost 17 583,427 1,247,308Operating & Other expenses 18 128,972,422 126,724,627Depreciation and amortization expense 9 8,704,567 3,983,230

Total Expenses 150,113,355 142,853,456

V. Profit before exceptional and extraordinary items and tax ( III - IV) 2,524,141 4,869,778

VI. Exceptional Items - -

VII. Profit before extraordinary items and tax (V - VI) 2,524,141 4,869,778

VIII. Extraordinary Items / Capital Loss - (611,233)

IX. Profit before tax (VII - VIII) 2,524,141 4,258,545

X. Tax expense:

Current Tax 480,975 811,466Deffered Tax 890,995 2,358,977Earlier years provisions w/off - 534,435

XI. Profit/Loss after Tax before Appropriations 1,152,171 553,667

Notes forming part of Financial Statements

Earnings per shareBasic and Diluted (On Re 10 per share) 0.111 0.053








40

CASHFLOW STATEMENT FOR THE PERIOD ENDED 31ST MARCH, 2017

Amount (Rs)

Particulars As at As at

31.03.2017 31.03.2016

Profit before taxes 2,524,141 4,869,778

Add

Depreciation 8,704,567 3,983,230

Tax Paid (480,975) (1,345,901)

Loss on sale of Investments - (611,233)

Operating profit before working capital changes 10,747,733 6,895,873

Increase in Current Assets - -

(Increase)/Decrease in Receivables 1,300,813 116,599

(Increase)/Decrease in Loans and Advances 836,520 12,937,410

Increase/(Decrease) in Current Liabilities 1,597,008 (5,398,451)

Cash from Operations (A) 14,482,074 14,551,432

Cash flows from Investing Activities - -

Trade Investments Sale - 794,749

Purchase of fixed assets (11,092,500) (11,055,919)

Advances for Assets - -

(Increase)/Decrease in Goodwill on Amalgamation - -

Cash flows from Investing Activities (B) (11,092,500) (10,261,170)

Cash flow from Financing Activities

Increase /(Decrease) in Equity Share Capital - -

Increase in Securities Premium - -

Increase in Capital Reserve - -

Decrease in Revaluation Reserve - -

Dividend - -

Secured /Unsecured loans (3,620,970) (5,050,626)

Cash flow from Financing Activities ( C ) (3,620,970) (5,050,626)

Net increase in cash and cash Equivalent (A+B+C) (231,396) (760,364)

Cash and Cash Equivalent as at beginning of the year 386,881 1,147,245

Cash and Cash Equivalent as at end of the year 155,484 386,881








41

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017

Note No. 1:

(A) Significant Accounting Policies:

1. Basis of Accounting and Preparation of Financial Statements:

a. The financial statements have been prepared under the historical cost conversion and in accordance with theAccounting Standards issued by the Institute of Chartered Accountants of India and relevant, presentationalrequirements of the Companies Act, 2013.

a. Accounting policies not specifically referred to are consistent and in consonance with Generally AcceptedAccounting Principles followed by the Company. The company has prepared these financial statements tocomply in all material respects with the Companies (Accounts) Rules 2014 and the relevant provisions of theCompanies Act, 2013.

b. The Preparation of financial statements in conformity with Generally Accepted Accounting Principles (GAAP)requires management to make estimates and losses on going software projects, disclosure of contingentassets and liabilities at the date of the financial statements and the reported amounts of revenues and expensesduring the reporting period. Such estimates are made for expected contract cost to be incurred to completesoftware development and the useful life of fixed assets. Actual could differ from these estimates.

5. Fixed Assets and Depreciation :

Fixed Assets are stated at cost after providing the depreciation in the Hardware & Software and other fixed assets.

Depreciation has been provided on WDV Basis.

6. Revenue Recognition

The Company derived its revenues primarily from software services, educational software in the form of e-contentand software products. Revenue from time and material contract is recognized on the basis of software developedand billed in accordance with the terms of the contract, under the percentage of completion method.

7. Taxation :

Taxation is accounted on the basis of the Liability Method which is generally followed in India. Provision is made forincome tax based on computations after considering rebates, relief(s) and exemptions under the Income Tax Act,1961.

The Provident Fund and Superannuation Schemes are defined contribution plans for which contribution accruingeach year as per the scheme is expensed as applicable.

8. Retirement Benefits :

The Company has not provided for gratuity amount. It will be paid and accounted as and when the liability arises.

Salaries and all allowances include amount paid to employees.

(B) Notes to Financial Statements:

i. Figures have been rounded off to the nearest rupee.

ii. Notes 1 to 18 consists of forming part of Balance Sheet and Profit and Loss account.

iii. All figures are in Rupees. Paise have been rounded to nearest Rupee.

iv. Previous year figures are regrouped and rearranged wherever necessary.

v. In the opinion of the management all current assets including loans and advances would in the normal course ofbusiness be realized to the value stated.

9. Quantitative details :

The company is engaged in the business of development of Software and Software Products which includes E-education content. The production and sale of Software is not capable of being expressed in any generic unit.Hence it is not possible to give the quantitative details of such sale and the information required under the relevantprovisions of the Companies Act, 2013.


42

NOTES TO FINANCIAL STATEMENTS

10. Foreign Currency Transactions :

The Company has earned a Foreign Exchange of Rs. 148,699,491 (Previous Year - Rs 142,355,256) during the year.The Company has incurred an expenditure of Rs. 124,552,308 (Previous Year – Rs. 122,003,417)

11. Segments :

The Company is engaged primarily in the business of Software Development IT/ITES, E-education software andaccordingly there are no separate reportable segments as per Accounting Standard - AS 17 - Segment Reporting issuedby ICAI.

12. Provisions :

Depreciation as per Companies Act : Rs. 8,704,567

Depreciation as per Income Tax Act : Rs.11,325,911

Timing Difference : Rs. 2,621,343

Provision for Deferred Tax : Rs. 890,995

13. Earnings per Share :

Basic and Diluted Earnings per share is calculated by dividing the net profit attributable to the ordinary shareholders bythe weighted average number of ordinary shares outstanding during the year and shown in the Profit and loss account.

14. Audit Fees for the year is Rs. 125,000 and Previous year Rs. 125,000.

15. ‘Related Party’ Disclosures as per Accounting Standard 18 :

1. Nature of related party and its relationship: There are no related party transactions during the year.

2. Nature and Volume of transactions carried out with the above related parties in the ordinary course of business forthe year ended 31st March 2017.

Sr. No Particulars Related Party

1 Salaries & Other Amenities Nil


43


NOTES TO BALANCE SHEET

Amount (Rs)

NOTE 2 : SHARE CAPITAL

Particulars As at 31.03.2017 As at 31.03.2016

No. of shares Rs. No. of shares Rs.

(a) Authorized Share Capital

Equity shares of Rs. 10 each 25,000,000 250,000,000 25,000,000 250,000,000

(b) Issued, Subscribed and fully Paid up

Equity shares of Rs. 10 each fully paid 10,402,755 104,027,550 10,402,755 104,027,550

Total Equity Share capital 10,402,755 104,027,550 10,402,755 104,027,550

(c) Details of shareholders holding more than 5% of shares

Equity Shares

Name of Shareholder As at 31 March, 2017 As at 31 March, 2016

No. of % of No. of % of

Shares Held Holding Shares Held Holding

Firstcall India Equity Advisors Pvt. Limited 42,94,806 41.29 42,60,065 41.29

Sastry, V.S.R. 11,13,863 10.70 11,13,863 10.70

Sriram Kumar. 5,22,705 5.02 5,22,705 5.02

(d) The reconciliation of the number of shares outstanding is set out below:

Particulars Equity Shares

As at 31.03.2017 As at 31.03.2016

Number of shares as at 01.04.2016 10,402,755 10,402,755

Add: Shares issued during the year 0.00 0.00

Number of shares as at 31.03.2017 10,402,755 10,402,755

(e) Shares allotted during the last 5 years:

Year No. of Shares Face Value Remark

2016-17 NIL NIL NIL

2015-16 NIL NIL NIL

2014-15 NIL NIL NIL

2013-14 NIL NIL NIL

2012-13 NIL NIL NIL


44


Amount (Rs)


NOTE 3 : RESERVES & SURPLUS

(a) Capital ReserveBalance as at the beginning of the year 150,934,650 150,934,650Additions during the year - -

Closing Balance 150,934,650 150,934,650

(b) Securities Premium AccountBalance as at the beginning of the year 156,220,861 156,220,861Additions during the year - -Deductions during the year - -

Closing Balance 156,220,861 156,220,861

(c) Revaluation Reserve AccountBalance as at the beginning of the year - -Additions during the year - -Less: Written off during the year - -

Closing Balance 0 0

(d) Surplus in Statement of Profit & LossBalance as at the beginning of the year (103,112,527) (68,509,079)Profit during the year (1,152,171) 553,367Less: Adjustment of Decpreciation as per Companies Act, 2013 0 (35,157,115)

Amount Available for appropriation (101,960,356) (103,112,527)Less: Dividend on Equity shares 0 0Less: Tax on Dividend 0 0

Amount Available after Appropriation (101,960,356) (103,112,527)Less : Capital Loss on disposal/writeoff of Fixed Assets 2,981,665 -

Net Surplus (104,942,021) (103,112,527)

Total Reserves & Surplus 202,213,490 204,042,984

NOTE 4 : LONG TERM BORROWINGS

Secured LoansTerm Loan (against pari passu charge on all current assets) 0 3,750,000

Net Deferred Tax Asset / Liability 0 3,750,000

NOTE 5 : DEFERRED TAX LIABILITY

Opening Deferred Tax Liability 20,158,414 17,799,437Less: Deferred Tax Liability for the Year - -Add: Deferred Tax Asset for the Year 890,995 2,358,977

Net Deferred Tax Asset / Liability 21,049,409 20,158,414

NOTE 6 : SHORT TERM BORROWINGS

Secured LoansOver Draft (against deposit of the Company)Unsecured LoansOthers 4,995,230 4,866,200

Total 4,995,230 4,866,200

NOTE 7 : TRADE PAYABLES

Trade Payables 6,291,832 4,364,334

Total 6,291,832 4,364,334

NOTE 8 : SHORT TERM PROVISIONS

Provision for Taxation 480,975 811,466Proposed Final dividend - -

Total 480,975 811,466


45


NOTE 9: FIXED ASSETS

Amount (Rs)

Particulars GROSS BLOCK DEPRECIATION NET BLOCK

Balance Additions Deletions Total For the Deletionsas at as at Up to Year As at As at As at

01.04.2016 3103.2017 01.04.2016 31.03.2017 30.03.2017 31.03.2016

Tangible Assets

Computers 47,419,811 - 6,002,428 41,417,383 44,087,526 672,199 5,713,266 39,046,459 2,370,924 3,332,285

Electrical Equipment 1,579,571 - - 1,579,571 1,263,894 96,772 - 1,360,666 218,905 315,677

Air Conditioners 3,272,001 - - 3,272,001 2,190,008 213,779 - 2,403,787 868,214 1,081,992

Furnitures & Fixtures 4,152,100 - - 4,152,100 3,306,599 261,365 - 3,567,964 584,136 845,500

Office Equipment 2,023,790 - - 2,023,790 1,922,601 - - 1,922,601 101,189 101,189

Software and IPR’s 233,138,920 - 87,988,920 145,150,000 223,188,918 - 85,296,417 137,892,501 7,257,499 9,950,002

Knowledge Based Content 55,000,000 - - 55,000,000 52,250,000 - - 52,250,000 2,750,000 2,750,000

Software and IPR’s 69,283,761 11,092,500 - 80,376,261 55,976,437 7,460,452 - 63,436,889 16,939,372 13,307,324

Total 415,869,954 11,092,500 93,991,348 332,971,106 384,185,983 8,704,567 91,009,683 301,880,867 31,090,239 31,683,970

Intangible Assets:

Goodwill 83,825,707 0 0 83,825,707 0 0 0 0 83,825,707 83,825,707

Total 83,825,707 0 0 83,825,707 0 0 0 0 83,825,707 83,825,707

Grand Total 499,695,661 11,092,500 93,991,348 416,796,813 384,185,983 8,704,567 91,009,683 301,880,867 114,915,945 115,509,677

Previous Year 488,639,741 11,055,919 0 499,695,660 380,202,754 3,983,230 0 384,185,984 115,509,676 108,436,987

Amount (Rs)


NOTE 10: NON - CURRENT INVESTMENTS

Long term Investments (At cost, fully paid-up)

(a) Investment in Equity Instruments:

Five X Finance & Investment Limited (1,709,795 shares) 17,910,104 17,910,104

(Equity shares of Rs.10 each face value)

Total 17,910,104 17,910,104

Aggregate amount of quoted investments

(at an investment value of Rs. 17,910,104/- , Previous year Rs. 17,910,104/-) 17,910,104 17,910,104

NOTE 11: TRADE RECEIVABLES

Sundry Debtors

Debts outstanding for a period exceeding six months

- Unsecured Considered Good 86,549,890 91,525,125

- Unsecured Considered Doubtful - -

Other Debts

- Unsecured Considered Good 79,862,841 76,188,419

- Unsecured Considered Doubtful

Total 166,412,731 167,713,544


46


Amount (Rs)


NOTE 12: CASH & BANK BALANCES

(a) Cash & Cash Equivalents

Cash on hand (As certified by Director / Management) 4,500 4,500

(b) Other Bank Balances

With Scheduled Banks 150,984 382,381

With Deposit Accounts

Total 155,484 386,881

NOTE 13 : SHORT TERM LOANS & ADVANCES

Short Term Loans and Advances

(Unsecured- Considered good unless otherwise than stated)

Advances Recoverable in Cash or in kind or for Value to be received

Considered Good 39,664,222 40,500,742

Total 39,664,222 40,500,742


47


NOTES TO STATEMENT OF PROFIT & LOSS

Amount (Rs)


NOTE 14: REVENUE FROM OPERATIONS

Software Sales 148,699,491 142,355,256

Total 148,699,491 142,355,256

NOTE 15 : OTHER INCOME

Other Income 3,938,005 5,367,978

Total 3,938,005 5,367,978

NOTE 16 : EMPLOYEE BENEFIT EXPENSES

Salaries 11,423,179 10,405,610Contribution to Employee Insurance & Other Funds 36,124 36,013Staff Welfare 393,636 456,669

Total 11,852,939 10,898,292

NOTE 17 : FINANCE COST

Bank Interest 583,427 1,247,308

Total 583,427 1,247,308

NOTE 18 : OPERATING & OTHER EXPENSES

NOTE 18.1 : OPERATING EXPENSES

Outsourcing - Onsite Expenses 124,552,308 122,003,417Web Development Charges / Domain 186,586 87,464

Total 124,738,894 122,090,881

NOTE 18.2 : OTHER EXPENSES

Advertising Charges 48,497 55,489Bank Charges 2,207 9,695Books & Periodicals 3,495 13,769Business Promotion Expenses 175,417 164,050Communication Expenses 172,950 283,974Computer Charges 173,443 104,489Depository Charges 578,529 610,046Insurance Expenses 87,736 84,940Power / Fuel / Energy Costs 629,998 635,975Miscellaneous Expenses 189,790 247,086Postage & Courier Charges 53,681 78,100Printing & Stationery Charges 90,614 120,460Professional Charges 61,200 25,000Rates and Taxes 671,700 862,418Repair & Maintenance 428,219 458,142Travelling Expenses 709,606 722,996Water Charges 31,445 32,116

Total 4,108,528 4,508,745

SIXTEENTH ANNUAL REPORT 2015-16

48


Amount (Rs)


NOTE 18.3 : AUDITORS REMUNERATION

Audit fees 125,000 125,000

Total 125,000 125,000

GRAND TOTAL (18.1 + 18.2 +18.3) 128,972,422 126,724,627







Regd Office: 302, The Bureau Chambers, Above State Bank of Patiala, Chembur, Mumbai – 400071.

CIN: L7220MH2000PLC239534

ATTENDANCE SLIP

I hereby record my presence at the 17th Annual General Meeting of the Company at Chembur Gymkhana, Phase II, 2ndFloor, 16th Road, Near Ambedkar Garden, Chembur, Mumbai – 400 071 on Saturday on September 23rd, 2017 at3.00 P.M.

DP Id* Folio No.

Client Id* No. of Shares

Name and Address of Shareholder:

_________________________

Signature of Shareholder/ Proxy

Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Members are requested to bringtheir copies of Annual Report to the meeting.

*Applicable for investors holding shares in electronic form.

-----—————————------------------———--------------————————— TEAR HERE —————————————————————————

Regd Office: 302, The Bureau Chambers, Above State Bank of Patiala, Chembur, Mumbai – 400071.

CIN: L7220MH2000PLC239534

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration)Rules, 2014]

I/We, being the member (s) of …………. shares of Firstobject Technologies Limited, hereby appoint:

1. Name: …………………………......................................................................……. Of ……………………………………..............…(address) having e-mail id………………………………………………..........................................................…or failing him

2. Name: ……………………………….............................................................. Of ……………………………………..........…(address) having e-mail id……………………………………………….......................................................…or failing him

3. Name: ………………………………....................................................................... Of ….................……………………………………(address) having e-mail id…………………………………………….......................................................……or failing him

and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalfat the 17th Annual General Meeting of the Company, to be held on 23rd day, September, 2017 at 3.00 P.M. at ChemburGymkhana, Phase II, 2nd Floor, 16th Road, Near Ambedkar Garden, Chembur, Mumbai – 400 071 and at any adjournmentthereof in respect of such resolutions as are indicated below:

** I wish my above Proxy to vote in the manner as indicated in the box below:

Name of the member (s): E-mail Id:

Registered address:

Folio No/ *Client Id:

*DP ID:


50

Sl. No. Resolutions For Against

1. Consider and adopt:

Financial statements of the Company for the year ended 31st March, 2017,including the audited Balance Sheet, Profit & Loss Account for the year endedon that date and the reports of the Board of Directors and Auditors thereon.

2. Re-appointment of Dr. V. Leena who retires by rotation

3. Appointment of Statutory Auditors and fixing their remuneration

_____________________Signed this…….......…. day of……………….. 2017 Signature of shareholder

__________________________________ __________________________________ __________________________________Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder

Notes:

(1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not lessthan 48 hours before the commencement of the meeting.

(2) A Proxy need not be a member of the Company.

(3) A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than10% of the total sharecapital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying votingrights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

(4) This is only optional. Please put a ‘X’ in the appropriate column against the resolutions indicated in the Box. If you leave the ‘For’ or‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

(5) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

(6) In the case of jointholders, the signature of any one holder will be sufficient, but names of all the jointholders should be stated.

Aff ix

Revenue

Stamp

Dr. Sriram Kumar (Managing Director of Firstobject Technologies Limited) and Dr. Lakshmi Kameswari

(Chief Opera�ng Officer of Firstobject) in a Group Photo with honourable Union Minister for Urban

Development and Parliamentary Affairs Shri. M. Venkaiah Naidu.

FIRSTOBJECT TECHNOLOGIES LTD.302, The Bureau Chambers, Above State Bank of Pa�ala,

Chembur, Mumbai - 400 071. Maharashtra, India.Tel.: 022-25272510 / 25276077. Telefax : 022-25276077

Email : info@firstobjec�india.comWebsite : www.firstobjec�ndia.com

th annual report 2016-2017 - bombay stock exchange...notice is hereby given that the seventeenth...

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